Sec Form 3 Filing - Electron Capital Partners, LLC @ Rodgers Silicon Valley Acquisition Corp - 2020-12-04

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Electron Capital Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
Rodgers Silicon Valley Acquisition Corp [ RSVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
10 EAST 53RD STREET, 19TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
12/04/2020
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 ( 1 ) 1,737,000 I See footnote ( 2 ) ( 3 )
Common Stock, par value $0.0001 ( 1 ) 1,220,700 I See footnote ( 2 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant ( 1 ) $ 11.5 ( 5 ) ( 6 ) Common Stock, par value $0.0001 868,500 I See footnote ( 2 ) ( 3 )
Warrant ( 1 ) $ 11.5 ( 5 ) ( 6 ) Common Stock, par value $0.0001 610,350 I See footnote ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Electron Capital Partners, LLC
10 EAST 53RD STREET, 19TH FLOOR
NEW YORK, NY10022
X
Electron Global Master Fund, L.P.
10 EAST 53RD STREET, 19TH FLOOR
NEW YORK, NY10022
X
Electron GP, LLC
10 EAST 53RD STREET, 19TH FLOOR
NEW YORK, NY10022
X
Electron Infrastructure Master Fund, L.P.
10 EAST 53RD STREET, 19TH FLOOR
NEW YORK, NY10022
X
Electron Infrastructure GP, LLC
10 EAST 53RD STREET, 19TH FLOOR
NEW YORK, NY10022
X
Shaver James O.
C/O ELECTRON CAPITAL PARTNERS, LLC
10 EAST 53RD STREET, 19TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Aaron Keller, Authorized Signatory of Electron Capital Partners, LLC 12/14/2020
Signature of Reporting Person Date
/s/ Aaron Keller, Authorized Signatory of Electron GP LLC, the General Partner of Electron Global Master Fund L.P. 12/14/2020
Signature of Reporting Person Date
/s/ Aaron Keller, Authorized Signatory of Electron GP LLC 12/14/2020
Signature of Reporting Person Date
/s/ Aaron Keller, Authorized Signatory of Electron Infrastructure GP, LLC, the General Partner of Electron Infrastructure Master Fund L.P. 12/14/2020
Signature of Reporting Person Date
/s/ Aaron Keller, Authorized Signatory of Electron Infrastructure GP, LLC 12/14/2020
Signature of Reporting Person Date
/s/ James O. Shaver 12/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the initial public offering of Rodgers Silicon Valley Acquisition Corp. (the "Company"), the reporting persons acquired units (the "Units"). Each Unit consists of one share of common stock, par value $0.0001 per share (the "Common Stock"), of the Company and one-half of one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share (the "Warrants").
( 2 )Electron Capital Partners, LLC (the "Adviser") is the investment manager for the Electron Global Master Fund L.P. (the "Global Fund") and the Electron Infrastructure Master Fund L.P. (the "Infrastructure Fund"). The general partner of the Global Fund is Electron GP LLC (the "Global Fund GP"), of which Mr. James O. Shaver is the managing member. The general partner of the Infrastructure Fund is Electron Infrastructure GP, LLC (the "Infrastructure Fund GP," and together with the Global Fund GP, the "GPs"), of which Mr. Shaver is the managing member. The Adviser, the GPs and Mr. Shaver disclaim beneficial ownership of the securities reported on this Form 3, except to the extent of any pecuniary interest therein.
( 3 )Held directly by the Global Fund.
( 4 )Held directly by the Infrastructure Fund.
( 5 )The Warrants will become exercisable at any time commencing on the later of (a) 12 months from the closing of the offering or (b) 30 days after the completion of the Company's initial business combination.
( 6 )The Warrants will expire 5 years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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